Publication Date

1993

Journal

Business Lawyer (ABA)

Abstract

The Delaware Supreme Court's decisions in QVC and Technicolor have redefined the analysis of directors' fiduciary duties in takeover situations by rejecting the fragmented approach of separate duties under Revlon, Unocal, and MacMillan. Instead, these rulings establish a unified standard that combines the duties of care and loyalty under a single obligation of good faith and fair dealing, requiring directors to make reasonably informed judgments. This approach applies enhanced scrutiny to decisions involving sales of control, defensive tactics, and other extraordinary events, ensuring that directors act in the best interests of shareholders while allowing flexibility in their decision-making processes.

Volume

49

Issue

4

First Page

1593

Last Page

1628

Publisher

ABA Business Law Section of the American Bar Association (ABA)

Disciplines

Law | Securities Law

Download

Share

COinS